Common use of Allocation of Income or Loss for Tax Purposes Clause in Contracts

Allocation of Income or Loss for Tax Purposes. Subject to the following sentence, items of income, gain, loss or deduction of the Company for tax purposes for a Fiscal Year, and its items of income, gain, loss or deduction from a particular source or a source in a particular place, capital gains and capital losses, shall be allocated to the Members in the same proportions as amounts are allocated to the Members pursuant to Section 7.3 hereof; provided, that in the case of any Company asset the Fair Market Value of which differs from its adjusted tax basis for United States federal income tax purposes, income, gain, loss and deduction with respect to such asset shall be allocated solely for income tax purposes in accordance with the principles of Sections 704(b) and (c) of the Code (and the Treasury Regulations promulgated thereunder) (in any manner determined by the Managing Member) so as to take account of the difference between the Fair Market Value and adjusted tax basis of such asset. Subject to the prior sentence, amounts recognized as income, expenses, gains, losses, deductions or credits of the Company for income tax purposes in a fiscal period but not taken into account in Section 7.3 hereof in such fiscal period shall be allocated for income tax purposes among the Members on the basis on which they would be allocated pursuant to Section 7.3 hereof if such amounts were taken into account in computing net income or loss of the Company, and the allocation of income, loss, capital gains and capital losses for income tax purposes in subsequent Fiscal Years shall be made taking such prior allocations into account.

Allocation of Income or Loss for Tax Purposes. Subject to the following sentence, items of income, gain, loss or deduction of the Company Partnership for tax purposes for a Fiscal Year, and its items of income, gain, loss or deduction from a particular source or a source in a particular place, capital gains and capital losses, shall be allocated to the Members Partners in the same proportions as amounts are allocated to the Members Partners pursuant to Section 7.3 hereof; provided, that in the case of any Company Partnership asset the Fair Market Value of which differs from its adjusted tax basis for United States federal income tax purposes, income, gain, loss and deduction with respect to such asset shall be allocated solely for income tax purposes in accordance with the principles of Sections 704(b) and (c) of the Code (and the Treasury Regulations promulgated thereunder) (in any manner determined by the Managing MemberGeneral Partner) so as to take account of the difference between the Fair Market Value and adjusted tax basis of such asset. Subject to the prior sentence, amounts recognized as income, expenses, gains, losses, deductions or credits of the Company Partnership for income tax purposes in a fiscal period but not taken into account in Section 7.3 hereof in such fiscal period shall be allocated for income tax purposes among the Members Partners on the basis on which they would be allocated pursuant to Section 7.3 hereof if such amounts were taken into account in computing net income or loss of the CompanyPartnership, and the allocation of income, loss, capital gains and capital losses for income tax purposes in subsequent Fiscal Years shall be made taking such prior allocations into account.